1
EXHIBIT 10.77
SECURITY AGREEMENT
For value received, as security for the Obligations (defined below)
FRONTEER DIRECTORY COMPANY, INC., a Colorado corporation ("Debtor"), hereby
grants to TELECOM*USA PUBLISHING COMPANY, an Iowa corporation ("Secured
Party"), a security interest in the following described property:
Debtor's Fargo, North Dakota telephone directory, including
all product designs and drawings (subject to the rights of
advertising subscribers or third parties in such literary
property), catalogs, data, files, records, price lists, and
other documents relating to suppliers of Debtor, and all
customer lists and contracts, catalogs and marketing
materials, and contract lead systems used by Debtor in
connection with the Fargo, North Dakota telephone directory,
including any patents, trademarks, licenses, copyrights, brand
names, and trade names owned by Debtor, proprietary
information and trade secrets related to Debtor's Fargo, North
Dakota telephone directory,
together with the proceeds, products, increases, issues, accessions,
attachments, accessories, parts, additions, repairs, replacements and
substitutes of, to, and for all of the foregoing. All such property in which a
security interest is granted is herein called the "Collateral."
The aforesaid security interest secures payment of a Promissory Note
in the original principal sum of $500,000 dated of even date herewith executed
by Debtor and payable to Secured Party; said Promissory Note being executed
pursuant to the terms of an Option Agreement dated April 27, 1995 between
Debtor and Secured Party (the "Obligations").
Debtor represents, warrants and agrees that all the Collateral is bona
fide and genuine and Debtor is authorized to grant a Security Interest in the
Collateral, free and clear of all liens and encumbrances, except the security
interest created hereby.
Debtor shall, at its cost and expense, execute, deliver, file or
record (in such manner and form as Secured Party may require) any assignment,
financing statement or other paper that may be necessary or desirable, or that
Secured Party may request, in order to create, preserve or perfect any security
interest granted hereby or to enable Secured Party to exercise and enforce its
rights hereunder or under any Collateral.
Debtor waives protest, notice of dishonor, and presentment of all
commercial paper at any time held by Secured Party on which Debtor is in any
way liable, notice of non-payment at maturity of any account or chattel paper,
and notice of any action taken by Secured Party except where notice is
expressly required by this Agreement or cannot by law be waived.
Debtor will be in default upon the occurrence of any of the following
events: (a) the failure to make the payment, when due and payable, of any of
the Obligations; (b) the failure to perform of any obligation or covenant
contained in the Option Agreement described above; (c) if any warranty,
representation or statement made or furnished to Secured Party by or on
2
behalf of Debtor proves to have been false in any material respect when made or
furnished; or (d) the dissolution of, termination of existence of, insolvency
of, business failure of, appointment of a receiver of any part of the property
of, assignment for the benefit of creditors by, or the commencement of any
proceeding under any bankruptcy or insolvency law by or against, Debtor. In
any such event Secured Party may, at its option, declare the Obligations to be
due and payable and such sums shall then be due and payable immediately,
without notice or demand.
After the occurrence of any event of default, Secured Party may
exercise, at any time and from time to time, any rights and remedies available
to it under applicable law, including but not limited to the right to sell,
lease or otherwise dispose of the Collateral, and the right to take possession
of the Collateral.
This Agreement and all rights and duties hereunder, including but not
limited to all matters of construction, validity, and performance, shall be
governed by the law of Iowa.
Unless otherwise defined or the context otherwise requires, all terms
used herein which are defined in the Iowa Uniform Commercial Code shall have
the meanings therein stated. The rights and remedies herein conferred upon
Secured Party shall be in addition to, and not in substitution or in derogation
of, rights and remedies conferred by the Iowa Uniform Commercial Code and other
applicable law.
All words and phrases used herein shall be construed as in the
singular or plural number, and as masculine, feminine or neuter gender, as the
context may require.
DATED: May 5, 1995
FRONTEER DIRECTORY COMPANY, INC.
ADDRESS OF SECURED PARTY
(FROM WHICH INFORMATION
CONCERNING THE SECURITY
By: /s/ XXXXXX X. XXXXX INTEREST MAY BE OBTAINED)
---------------------------------
Xxxxxx X. Xxxxx, President
000 X. 00xx Xxxxxx X.X. Xxx 0000
Xxxxxxxx, XX 00000 Xxxxx Xxxxxx, XX 00000-0000
